TSX VENTURE COMPANIES
BULLETIN V2025-2092
CHEELCARE INC. ("CHER")
[Formerly DEPARTURE BAY CAPITAL CORP. ("DBC.P")
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Private Placement-Non-Brokered, Shares for Debt, Name Change and Consolidation, Resume Trading
BULLETIN DATE: July 14, 2025
TSX Venture Tier 2 Company
Qualifying Transaction
TSX Venture Exchange (the "Exchange") has accepted for filing the Qualifying Transaction ("QT") of Departure Bay Capital Corp. (the "Company") described in its Filing Statement dated June 27, 2025. As a result, on Wednesday, July 16, 2025, the Company will no longer be considered a Capital Pool Company.
The QT includes the following:
- Pursuant to a share exchange agreement dated February 24, 2025, the Company has acquired all the outstanding securities of 9302204 Canada Inc. (dba Cheelcare) ("Cheelcare") by way of a three-cornered amalgamation.
- The Company issued an aggregate of 10,522,018 common shares to the previous shareholders of Cheelcare as well as 1,546,657 to other securityholders, excluding the common shares issued under the private placements and shares for debt described below.
- The Company proceeded with a name change and a consolidation as further described below.
For further information, please refer to the Company's Filing Statement dated June 27, 2025 and to the Company's news release dated October 30, 2024, December 13, 2024, February 26, 2025, June 30, and July 14, 2025.
Private Placement - Non-Brokered
Prior to the completion of the QT, Cheelcare completed a private placement of subscription receipts resulting in the issuance of the following securities in the Resulting Issuer.
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $3,500,000
Offering: 4,666,666 Listed Shares and 2,333,333 warrants
Offering Price: $0.75 per Listed Share
Warrant Exercise Terms: $1.50 per Listed Share for a two-year period
Disclosure: Refer to the Company's news releases dated February 26, 2025, June 30, and July 14, 2025.
Private Placement - Non-Brokered
Prior to the completion of the QT, Cheelcare completed a private placement of convertible debentures resulting in the issuance of the following securities in the Resulting Issuer.
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $502,999.50
Offering: 894,217 Listed Shares
Offering Price: $0.5625 per Listed Share
Disclosure: Refer to the Company's news releases dated February 26, 2025, June 30, and July 14, 2025.
Shares for Debt
Concurrently with the completion of the QT, the Company completed the issuance of 499,512 shares to settle accrued and unpaid interest on Cheelcare convertible debentures.
Number of creditors: 24 creditors
Non-Arm's Length Party / Pro group participation:
Name # of Creditors Amount Owing Deemed Price per Share Aggregate # of Shares
Aggregate Non-Arm's Length Party Involvement 4 $38,435 $0.5625 21,620
Disclosure: Refer to the Company's news release dated July 14, 2025.
Name Change and Consolidation
Following a board's resolution passed on July 7, 2025, the Company has consolidated its capital on the basis of 3 old shares for 1 new share and changed its name from Departure Bay Capital Corp. to Cheelcare Inc.
Effective at the opening on Wednesday, July 16, 2025, the common shares of the Cheelcare Inc. will commence trading on TSX Venture Exchange on a consolidated basis, and the common shares of Departure Bay Capital Corp. will be delisted.
Resume Trading
Further to the bulletin dated October 29, 2024, effective at the opening on Wednesday, July 16, 2025, the common shares of Cheelcare Inc. will commence trading on the TSX Venture Exchange (on a consolidated basis) under the symbol "CHER", and the common shares of Departure Bay Capital Corp. (DBC.P) will be delisted.
Post-Consolidation and
Post-Transactional
Capitalization: Unlimited number of common shares with no par value of which
19,629,070 common shares are issued and outstanding.
Escrow: 10,736,590common shares (including 833,330 CPC escrowed shares)
of which 1,198,659 common shares are released as at the date of this bulletin
Transfer Agent: TSX Trust Company
Trading Symbol: CHER (new)
CUSIP Number: 16308C 10 8 (new)
The Resulting Issuer is classified as a "Medical equipment and supplies manufacturing" company (NAICS: 339110).
Company Contact: Yevgeny Cherny, CEO
Company Address: 16 Sims Crescent, Unit 20, Richmond Hill, Ontario L4B 2P1
Company Phone Number: 1-888-948-2680
Company Fax Number: (905) 597-1410
Company Website: https://cheelcare.ca/
Company Email Address: echerny@cheelcare.com
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